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Terms and Conditions of Business

Definitions

In this Agreement:

  • “Agreement” shall mean the contract between eDivert and the Client for the provision of the Services.
  • “Client” shall mean the person, firm or company who purchases Services from eDivert.
  • “Monthly Tariff” shall mean the fixed monthly fee which is payable by the Client to eDivert as advised by eDivert to the Client.
  • “eDivert” shall mean Hurley Blue Limited, trading as eDivert, incorporated and registered in England and Wales with company number 09153397 whose registered office is at Suite 1, 1A Park Street, Maidenhead SL6 1SL.
  • “Services” shall mean any Services provided by eDivert to the Client.

A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of amendment, extension, or re-­‐enactment and includes subordinate legislation for the time being in force made under it.

  1. This Agreement shall be for an initial period of one month (after the free trial, if applicable) and, after that, it shall continue in force until it is terminated by either the Client or eDivert giving one months’ notice to the other, such notice to begin on the first day of a month;
  2. eDivert will provide Services to the Client subject to this Agreement. Any changes or additions to this Agreement must be agreed in writing by an authorised representative of eDivert.
  3. The Services shall be provided in accordance with eDivert’s current website or other published literature relating to the Services from time to time, subject to this Agreement. eDivert may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of the Services without any liability to the Client.
  4. The Free Trial is provided up to a maximum of 4 consecutive weeks, or until a total of £60 has been spent, whichever comes first. The Free Trial can only be used once per person or per company. There is no obligation to continue with the services after the Free Trial period. eDivert does reserve the right to charge for any charges incurred outside of the £40 maximum of the Free Trial. The Free Trial is only available from Monday to Friday (excluding Bank Holidays) from 8:30am to 18:00.
  5. eDivert may at any time without notifying the Client make any changes to the Services which are necessary to comply with any applicable statutory requirements, or which do not materially affect the nature or quality of the Services.
  6. MONTHLY TARIFF: The Monthly Tariff is due and payable monthly by direct debit. The Client will be notified via e-­‐mail of the exact amount and the date on which funds will be debited from the Client’s nominated account. If this Agreement commences part way through a month then the first direct debit payment shall include the proportion of the Monthly Tariff payable for the part of the month, calculated on a pro-­‐rata basis, together with and On Account payment equal to the Monthly Tariff for the first full month.
  7. 14 days before the Monthly Tariff is due for payment, an invoice will be delivered to the Client in respect of charges for additional Services for the previous month. These include any call patching costs. These charges are due and payable by direct debit at the same time as the Monthly Tariff.
  8. All invoices delivered to the Client will be treated as agreed unless the Client notifies eDivert of any discrepancies within 7 days of the date of the invoices.
  9. All charges quoted to the Client for the provision of the Services shall be exclusive of VAT, for which the Client shall be additionally liable at the prevailing rate.
  10. Without prejudice to any other right or remedy that it may have, eDivert shall be entitled to charge the Client interest at the rate of 4% per annum above HSBC Bank plc base rate from time to time on accounts in excess of 30 days overdue.
  11. If the Client fails to make payment by the due date then, without prejudice to any other right or remedy that it may have, eDivert shall be entitled to suspend all or part of the provision of Services to the Client.
  12. PAY-­‐AS-­‐YOU-­‐GO TARRIFF: All Pay-­‐As-­‐You-­‐Go packages are to be paid upfront, with a minimum spent of £25 per top-­‐up. A minimum charge of £1.00 per month will be charged on each Pay-­‐As-­‐You-­‐Go package. These packages are only available from Monday to Friday (excluding Bank Holidays) from 8:30am to 18:00.
  13. Charges relating to call diversion facilities are payable by the Client directly to their telephone services provider.
  14. eDivert reserves the right to amend the cost of the provision of Services at any time by giving the client one month’s notice.
  15. The Client shall be responsible (at its own cost) for ensuring that: a. The divert facility is set up properly by their network provider; b. All hardware and software used to receive messages is set up properly by its network provider.
  16. The Client shall provide eDivert with all the information and support reasonably required by eDivert to provide the Services.
  17. eDivert will treat all information received from the Client and all calls and messages for the Client as strictly confidential unless otherwise required by law. The Client acknowledges and agrees that personal data will be processed by and on behalf of eDivert in connection with the provision of the Services and eDivert confirms that it will comply with the provisions of the Data Protection Act 1998.
  18. The Client accepts and acknowledges that malfunctioning or defective equipment may cause interruption of the Services, that atmospheric conditions under special circumstances may cause interference to the provision of the Services and that calls and data may be routed over national and international public telecommunication systems and other networks beyond the control of eDivert.
  19. eDivert reserves the right to suspend all or part of the provision of Services to the Client and to recover damages or to pursue any other remedy available to it in respect of any breach by the Client of this Agreement.
  20. We will not accept any call which is a reverse charge or collect call, and/or on the basis that we are in any manner required to bear the cost to the caller of making the call to us.
  21. Our staff will not deal with or speak to any caller who is abusive, or unpleasant, or who shouts or uses bad, inflammatory, sexist, racist or obscene language. When confronted with such a caller, our staff will immediately terminate the call, and if the same caller calls again, not take the call.
  22. Order taking and brochure requests If you have subscribed for this Service, we will use our reasonable endeavours to take orders received on the Assigned Number(s) and/or to take orders for brochures received and to send the brochures out within such period of time as we have agreed with you. Our provision of this Service is conditional upon, being stocked at all relevant times with sufficient brochures to send out, and, unless we have specifically agreed otherwise, being put in necessary funds by you in respect of all relevant postage and packing costs.
  23. Emergency support If you have subscribed for this Service, we will use our reasonable endeavours to take messages on the Assigned Number(s) and within such period of time as we have agreed with you, to forward the same on to you by telephoning the Contact Number.
  24. The Client shall not, without the prior written consent of eDivert, at any time from the date of this Agreement to the expiry of twelve months (the “Relevant Period”) after the termination of this Agreement, solicit or entice away from eDivert or employ or attempt to employ, directly or indirectly any person who is, or has been, engaged as an employee or sub-­‐contractor of eDivert in the provision of the Services.
  25. The direct engagement or use by the Client of eDivert’s employees or sub-­‐ contractors as described in clause 22 provided by or through eDivert within the Relevant Period, will result in the Client incurring the liability to pay to eDivert the Introduction Fee as described in clause 26 below.
  26. The engagement or use through an agency or other similar organisation (other than eDivert) by the Client of employees or sub-­‐contractors introduced by eDivert will result in the Client having the same obligation as detailed in clause 23 above.
  27. The introduction by the Client of an employee or sub-­‐contractor from eDivert to another employer or agency or similar organisation, resulting in the engagement of such employee or sub-­‐contractor by that third party within the Relevant Period, will render the Client liable automatically and without prior notice (verbal or written) to payment of the Introduction Fee (defined in clause 26 below).
  28. The Introduction Fee will be charged at a rate equal to 15% of the relevant employee’s or sub-­‐contractor’s annual salary as at the date of the event giving rise to the obligation on the Client to pay the said Introduction Fee.
  29. Except in respect of death or personal injury caused by eDivert’s negligence, eDivert shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement or any indirect, special or consequential loss or damage (whether for loss of profits or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of eDivert, its employees, agents or otherwise) which arise out of or in connection with the supply of Services or their use by the Client, and the entire liability of eDivert under or in connection with this Agreement shall not exceed one month’s Monthly Tariff. eDivert shall not in any event accept any liability for any equipment or services which are provided by third parties including but not limited to telecom services providers, facsimile machines, internet services providers and mobile telephone network providers. 
  30. eDivert shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any instructions supplied by the Client which are incomplete, incorrect, inaccurate or illegible, or arising from their late arrival or non-­‐arrival or any other fault of the Client.
  31. The Client agrees not to use the Services for any unlawful, immoral or improper purpose and acknowledges that such use constitutes grounds for immediate termination of the Services by eDivert.
  32. Given the nature of the Services, and in particular the fact that we receive a number of calls and a great deal of information within a short period of time, there will be occasions on which we fail to record a message and/or details, and/or to pass information on to you, correctly or accurately, and we will not under such circumstances be liable or responsible to you;
  33. eDivert shall be entitled forthwith to terminate this Agreement if:
    1. the Client commits any continuing or material breach of any of the provisions of this Agreement and, in the case of such a breach which is capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
    2. an encumbrancer takes possession or a receiver is appointed over any of the property or assets of the Client;
    3. an order is made or a resolution is passed for the winding-­‐up of the Client; or
    4. the Client makes any voluntary arrangement with its creditors or becomes subject to an administration order;
    5. an order is made or a petition is presented for the bankruptcy of the Client;
    6. the Client is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
    7. The Client ceases or threatens to cease, to carry on business; or
    8. Any event analogous to those described in clauses 31(b) to (g) occurs in relation to the Client in any jurisdiction in which the Client is incorporated or resident or carries on business.
  34. eDivert shall not be liable to the Client or deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of eDivert’s obligations in relation to the Services, if the failure or delay was due to any cause beyond eDivert’s reasonable control including without limitation any acts of God, war, riot, civil commotion, malicious damage, explosion, flood, tempest, fire or accident, or acts, restrictions, regulations, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, strikes, lock-­‐outs or other industrial actions or trade disputes, difficulties in obtaining raw materials, labour, fuel, parts or machinery, failures or interruptions in the supply of power including failures or interruptions suffered by network providers, breakdown in machinery or equipment or default of suppliers or sub-­‐contractors.
  35. eDivert may assign this Agreement and its rights and obligations under this Agreement provided that it gives one months’ notice to the client.
  36. Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing sent by post, email or facsimile addressed to that other party at its registered office or usual place of business.
  37. No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach of this Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
  38. If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected.
  39. This Agreement shall be governed by the laws of England and the Client agrees to submit to the exclusive jurisdiction of the English Courts.
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